Common use of MANAGEMENT OF COMPANY; THE BOARD; OFFICERS Clause in Contracts

MANAGEMENT OF COMPANY; THE BOARD; OFFICERS. Section 1.1 General Management of the Company. RLF1 28406131v.1 (a) Subject to Section 4.3(a) and to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business, properties and affairs of the Company will be managed by the Board of Managers (the “Board”). Without limiting the generality of the foregoing, the Board will have the power to appoint officers of the Company, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company, and to authorize one or more officers of the Company to make, execute and deliver contracts and other instruments and documents in the name and on behalf of the Company, subject to and in accordance with this Agreement. (b) The Board may, by resolution passed by a majority of the Board, designate one or more committees, consisting of one or more of the Managers of the Board, to be committees of the Board (“Committees”). To the extent provided in any resolution of the Board and to the extent permissible under the laws of the State of Delaware, any such Committee shall have and may exercise all the powers and authority delegated by the Board in the management of the business and affairs of the Company. The member/s of such Committees may be elected at such time as the Board may determine. Vacancies in any Committee may be filled at such time and in such manner as the Board shall determine. Except to the extent otherwise provided in this Agreement or any resolution of the Board, each Committee may fix its own rules of procedure. (c) The Board will have the power and authority to authorize one or more officers of the Company to execute, deliver and file with the Commission in the name of the Company one or more registration statements in connection with the offering of Securities. The Board will also have the power and authority to authorize one or more officers of the Company to execute, deliver and file with the Commission in the name of the Company such other documentation that is required to be executed, delivered and filed with the Commission from time to time under the Securities Act or the Exchange Act in connection with the offering of, or otherwise in connection with, any Securities.